6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2009

Commission File Number: 1-33965

QUATERRA RESOURCES INC.
(Translation of registrant's name into English)

1100-1199 West Hastings Street
Vancouver, BC V6E 3T5 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1 News Release dated September 10, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUATERRA RESOURCES INC.
	(Registrant)
Date: September 11, 2009	By:	/s/ Scott B. Hean
		Scott B. Hean
	Title:	Chief Financial Officer

EX-99.1

 

   
    1100 - 1199 W. Hastings St.
    Vancouver, B.C. V6E 3T5
    Tel: 604-681-9059
    Fax: 604-688-4670
    www.quaterra.com

September 10, 2009
	QMM: NYSE AMEX
	QTA: TSX VENTURE
	NR-12-09

QUATERRA ANNOUNCES COMPLETION OF NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, B.C. – Quaterra Resources Inc. (the “Company”) today announced that it has executed the Subscription agreements and Closed (conditional on NYSE Amex acceptance ) its offering for 8,235,643 Units for gross proceeds of $4,941,386 (together with 122,400 Shares/Units for Finder’s fees incurred in making the offering) and is seeking TSX Venture Exchange and NYSE Amex (“Exchange”) approval for completion of the non-brokered private placement offering (the “Offering”) on this basis.

The Company previously announced an offering as consisting of 10,000,000 Units at CDN $0.60 per Unit. Reduction of the offering to 8,235,643 Units is necessary to comply with limitations imposed under NYSE Amex Rules.

Each Unit is comprised of one common equity share and one non-transferable full share warrant exercisable to purchase one additional common equity share at a price of CDN $0.75 for a period of two years subsequent to the closing of the Offering.

One whole non transferable full share purchase warrant allows the holder the right to purchase one common share at a price of CDN $0.75. Warrant expiry date is 24 months from date of redemption or conversion.

The Offering is subject to restrictions on trading in Canada for a period of four months from the date of issue of such securities. In addition, in the United States, sales may only be effected outside the United States in accordance with Rule 904 of Regulation S and applicable State securities laws or effected in the United States in accordance with other exemptions from registration under U.S. securities laws and applicable State securities laws.

Finders’ fees may be paid in cash, stock or a combination thereof, by the Company in relation to this Offering, conditional on regulatory acceptance .

Proceeds of the Offering will be used to fund the Company’s exploration programs at the Company’s Nieves and Americas-Mirasol silver and gold projects in Mexico and at the MacArthur and Yerington copper projects in Nevada, as well as general and administration expenses.

Quaterra Resources Inc. (NYSE Amex: QMM; TSX-V: QTA) is a junior exploration company focused on making significant mineral discoveries in North America. The Company uses in-house expertise and its extensive network of consultants, prospectors and industry contacts to identify, acquire and evaluate prospects in mining-friendly jurisdictions with the potential to host large and/or high-grade base metal, precious metal or uranium deposits. The Company’s preference is to acquire a

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100% interest in properties on reasonable terms and maintain this interest through initial exploration and evaluation.

On behalf of the Board of Directors,
“Scott Hean”
Scott Hean,
Chief Financial Officer, Quaterra Resources Inc.

Statements contained in this news release that are not historical facts are forward-looking statements as the term is defined in the private securities litigation reform act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Quaterra relies upon litigation protection for forward-looking statements.

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any State securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

For further information about the Offering, please contact Quaterra’s Chief Financial Officer, Mr. Scott Hean on ph: 604-681-9059. Expanded information on the Company’s projects is described on our website at www.quaterra.com or contact Nicole Rizgalla at 1-888-456-1112, 604-681-9059 or email: corpdev@quaterra.com.

The TSX Venture Exchange and the NYSE Amex have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management.

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